Agency agreement for the provision of intermediary services: template 2020

Agreement for intermediary services

AGREEMENT FOR INTERMEDIARY SERVICES No.

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in a person acting on the basis, hereinafter referred to as the “
Customer
”, on the one hand, and in a person acting on the basis, hereinafter referred to as the “
Intermediary
”, on the other hand, hereinafter referred to as the “
Parties
”, have concluded this agreement, hereinafter "Agreement" as follows:

SUBJECT OF THE AGREEMENT

1.1. The Customer instructs and the Intermediary assumes responsibility on the terms and conditions provided for in this agreement within the time frame.

CUSTOMER'S RESPONSIBILITIES

2.1. Pay for the Intermediary's services in the amount and terms specified in this agreement.

2.2. Provide the Intermediary with the information necessary to provide services in accordance with Appendix No. 1.

2.3. Consider the Intermediary's proposals within one day from the date of their submission, and provide written opinions on them.

2.4. Issue a power of attorney to the Intermediary to carry out necessary business transactions on behalf of the Customer.

2.5. In case of refusal of the ordered service, immediately notify the Intermediary and reimburse the Intermediary for the actual costs incurred and pay a fine in the amount of rubles.

RESPONSIBILITIES OF THE INTERMEDIATE

3.1. Perform the services provided for in this agreement within the specified time frame.

3.2. If it is impossible to perform services, notify the Customer within one day, but no later. Notification of the impossibility of performing the service is tantamount to termination of the contract and does not entail financial liability for its participants.

CALCULATIONS AND PAYMENT PROCEDURES

4.1. For the performance of services specified in the contract, the Customer pays the Intermediary rubles or % of.

4.2. Payment is made no later than days from the date of sale of services by transferring as provided in clause 4.1. amounts to the contractor's bank account.

RESPONSIBILITY OF THE PARTIES

5.1. In case of violation of the terms of service provided for in this agreement, the Intermediary shall pay the Customer a penalty in the amount of rubles or rubles for each overdue day.

5.2. In case of late payment by the Customer for the services of the Intermediary, the Customer shall pay a penalty in the amount of % of the amount payable to the Intermediary.

5.3. Payment of the penalty does not relieve the Intermediary from fulfilling contractual obligations.

LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

Customer

• Legal address:
• Mailing address:
• Phone fax:
• INN/KPP:
• Checking account:
• Bank:
• Correspondent account:
• BIC:
• Signature:

Mediator

• Legal address:
• Mailing address:
• Phone fax:
• INN/KPP:
• Checking account:
• Bank:
• Correspondent account:
• BIC:
• Signature:

https://youtu.be/rYndyDeNiZU

What actions can an intermediary perform under different types of intermediary agreements?

Before concluding one of the contracts (commission, assignment or agency), the intermediary must assess his capabilities. That is, to understand exactly what actions he plans to perform within the framework of the agreement:

• make one or more transactions in the interests of the client (for example, enter into a purchase and sale agreement with the buyer);

• perform other legal actions in addition to transactions (for example, representing the client’s interests in court);

• perform a set of actions, both legal (including transactions) and actual (marketing research, product advertising, etc.).

For each of the three types of intermediary agreements, the law establishes a specific list of actions that the intermediary can perform. Therefore, different types of contracts are better suited for different types of intermediary services.

If the intermediary intends to make only a transaction (several transactions), it is worth using commission or agency agreements (depending on who will be a party to the transaction with a third party).

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An example of choosing a commission or assignment agreement

The client instructs the intermediary to conclude a supply agreement with a third party. The subject of the contract is a specific thing. The relationship is one-time in nature: the client does not intend to work through an intermediary in the future. In this case, it is more appropriate to conclude a commission or assignment agreement with the client.

If the intermediary has undertaken to perform other legal actions (representation in court, actions of a patent attorney, etc.), then it makes sense to enter into an agency agreement. A commission agreement cannot be concluded in such a situation, since the commission agent has the right to make only transactions in the interests of the client (clause 1 of Article 990 of the Civil Code of the Russian Federation).

Attention! The Presidium of the Supreme Arbitration Court of the Russian Federation indicated several specific cases when it is not worth concluding a commission agreement with an intermediary. You should not enter into a commission agreement if:

1. The agreement is aimed at collecting debt (clause 22 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated November 17, 2004 No. 85 “Review of the practice of resolving disputes under a commission agreement”; hereinafter referred to as information letter No. 85). If the subject of the agreement is the receipt by an intermediary of a debt from a third party in favor of the client, then it is necessary to conclude an agreement of agency, not a commission.

Thus, person A owes person B a sum of money. Suppose person B wants to repay his debt through an intermediary. If in this case person B. and the intermediary enter into an agreement to collect a sum of money on behalf of the intermediary from person A., then such an agreement will not be considered a commission agreement. After all, debt collection is not a transaction, but another legal action. Meanwhile, the subject of a commission agreement can only be transactions.

However, this does not entail automatic recognition of such an agreement as invalid. The court may reclassify the concluded agreement into another agreement (for example, an agency agreement) or decide that the concluded agreement is unnamed. In both cases, the rules of Chapter 51 of the Civil Code of the Russian Federation will not apply. Relations between the parties will be governed by:

• or the rules on another contract - in case of requalification;

• or only by the terms of the concluded agreement - if it is recognized as unnamed (clause 2 of Article 421 of the Civil Code of the Russian Federation).

2. The subject of the transaction between the intermediary and a third party is real estate (clause 23 of information letter No. 85). In such a situation, it makes sense to enter into a commission or agency agreement rather than a commission.

If you nevertheless conclude a commission agreement, it will be valid. However, the commission agent will not be able to independently execute the transaction due to the specifics of the legal regime of real estate. For example, an intermediary will not be able to register the transfer of the right to real estate, since the owner of the real estate is the principal, and not the commission agent (Clause 1, Article 996 of the Civil Code of the Russian Federation). Consequently, the meaning of concluding a commission agreement in such a situation is lost.

An agency agreement must be concluded in cases where the intermediary must perform a whole range of various actions: both legal and factual (however, among theorists there are other opinions regarding the subject of the agency agreement, but the courts rarely take them into account).

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Example of choosing an agency agreement

The client intends to sell the manufactured goods, but there is no specific buyer. In this case, the organization enters into an agency agreement with an intermediary (agent). An agent's responsibilities may include:

• marketing research;
• product advertising;
• searching for a buyer;
• concluding a contract for the sale of goods with the buyer.

In this example, only the conclusion of a purchase and sale agreement is a legal action, all the rest are factual.

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Subagent terms

According to Art. 1009 of the Civil Code of the Russian Federation, the use of subagents is permitted in agency. The subagency agreement, like the main one, is drawn up according to the rules of the civil code. The issue of subagency has three solutions:

1. Prohibition on inviting third parties to participate in activities.
2. Instructing the specialist to sign subagency agreements. In this option, the terms of subagency may be specified in the main agreement.
3. Giving the agent the right to independently decide whether or not to work with other performers. In this case, the general provisions of the subagency agreement may be stipulated in the main agreement.

Even when involving a subagent in the work, the main agent remains responsible for all manipulations of the third party to the principal.

An exception can be considered situations when the list of subagents is agreed upon in the main agreement. In this variant, the agent is not responsible for the choices or affairs of the subagents. According to official rules, a subagent cannot enter into contracts on behalf of the main principal.

Varieties

One type of agency agreement is an agreement to provide services for searching for consumers (buyers). It is concluded in accordance with the standard template and in any case contains a list of the main responsibilities of the agent:

• search for buyers;
• enter into agreements with them on your own behalf or on behalf of the organization;
• take payment from them.

An application form is attached to the document, where information about the new buyer is entered .
If the application is approved by the customer, the agent will sign an agreement with the client. If the end has complaints about the quality of the products provided, he resolves this problem with the principal. An agency-type agreement for the provision of legal services assumes that the agent is looking for lawyers, jurists, and notaries for the employer who are thinking about protecting the rights of the customer.
The agent's job is to ensure that all necessary documentation is received, provided and retained in a timely manner and to report to the employer on the work he is doing.

No later than 5 days after the conclusion of the agreement, special documents and powers of attorney must be given to the agent.

Agency agreement for the provision of accounting. services are often used by companies providing cellular communications when they sign contracts with cash registers. Clients pay for the principal's services with the help of agents. Funds are transferred to the agent's bank account and then transferred to the principal's current account.

ATTENTION! We must not forget that the money that ends up in the agent’s cash register is examined as profit generated by a certain activity and is taxed.

For regular or one-time transportation of goods, an agency-type contract for transport type services is drawn up. The customer provides the agent with all information about the cargo (weight/volume, general characteristics, level of danger to life and the environment, etc.) and type of transport. Most often, the agent is entrusted with the documentary type of registration of freight transportation and support.

Procedure for execution of the contract

To properly establish the procedure for implementing such an agreement, it is necessary to consider certain conditions:

How is what is done under the contract accepted? The provisions of the Civil Code of Russia do not establish rules for this procedure, so it is best to indicate the period of approval and the procedure for checking what has been completed.

In this case, the verification method must correspond to the subtleties of the order . For example, if an agent draws up a purchase and sale agreement as a buyer, then when issuing products to the principal, standards for checking products under the supply agreement can be used (Article 513 of the Civil Code of Russia).

Agent reporting on services provided. The obligation to issue them to the principal is set out in clause 1 of Art. 1008 of the Civil Code of the Russian Federation, but there are no further instructions in the Civil Code of Russia regarding the procedure for submitting reports. Thanks to this, the form, procedure and deadlines for sending such documentation are set by the participants.

Otherwise, the agent independently selects the appropriate option. Based on the law, the principal can file objections to the agent's reporting . Thirty days are given for this. Another term is established by agreement. If the principal makes no claims, the report is considered approved.

Expenses of the agent for the provision of services. Since paragraph 1 of Art. 1005 of the Civil Code of the Russian Federation establishes that the agent works at the expense of the principal, it is best to immediately highlight in the text exactly what costs the agent will bear.

At the end of the agency, the contractor must confirm his expenses. All evidence must be attached to the reporting, although the contract may suggest a different type of formatting.

Agent's remuneration

An agency type agreement is always considered a compensation agreement. The courts adhere to a similar position and consider the terms of non-payment of remuneration illegal. The fee for services is set either in a fixed amount or indicating the method of calculating the remuneration (if, at the time of signing the agreement, the participants cannot resolve the issue of the final amount).

In the absence of price information, payment will be made based on the standard cost of this type of service. We emphasize that the amount of payment must be proportionate to the work, otherwise the judicial organization will refuse to collect payment for the work in full.

Peculiarities

Unlike a standard service agreement, remuneration is most often issued as a portion of the amount of agreements concluded by the employee, and not as a simple fixed amount.

An agency agreement is aimed at representing the interests of the employer when interacting with the buyer, while a service agreement is aimed at carrying out specific manipulations and obtaining results in different areas.

The agency agreement is created in several copies. His sample includes the following information:

• number, date and place of registration;
• details of the participants drawing up the agreement;
• list of services provided;
• pricing type policy;
• consideration of various situations;
• terms of validity and termination of the transaction;
• rights and obligations of participants;
• resolution of disagreements;
• details, signatures of participants.

This is general information that should be in the contract.

Change and termination of the transaction

The procedure for changing or terminating an agency agreement is regulated by the basic norms of the Civil Code. In the same way, breaking a deal through the courts is also permitted. As for unilateral termination of contractual relationships, according to official rules, it is not allowed.

Exceptions may be made for reasons provided by law. Yes, Art. 1010 of the Civil Code of the Russian Federation contains a list of norms that may become a reason for unilateral termination:

1. If the agreement was concluded for an indefinite period. The procedure for such a break is not specified in Chapter. 52 of the Civil Code of the Russian Federation, but due to other articles of the Civil Code of the Russian Federation, the party must notify of its intention no less than thirty days before the date of termination of the contract.
2. In the event of the death of an agent or recognition of him as missing . The relationship also ends when the executive loses legal capacity.
3. If the agent, an individual entrepreneur, is declared bankrupt , and therefore cannot continue to provide agency services.

So, depending on the type of agency, the rules on assignment or commission may be applied to it.

IMPORTANT! An agency-type contract is always paid, but the remuneration with a legal entity must be proportionate to the result of the service provided.

Main provisions

The parties to this contract are the agent who performs the work and the principal who issues the task. An agency type agreement is drawn up in standard written form. Its validity period may vary, and it may not even be indicated.

The subject of the agreement in question, in accordance with paragraph 1 of Art. 1005 of the Civil Code of Russia, legal and other actions performed by an agent are recognized . We can talk about the consistency of this important condition when in the text of the agreement:

1. The legal actions to be taken are indicated. They mean the implementation of: any transactions (can be determined by agreement or have a general type of indication); other actions that create legal consequences (for example, acquiring a license, registering rights, issuing claims, statements of claim, etc.).
2. Other (actual type) actions are named that do not directly give rise to any legal consequences (for example, searching for clients, conducting negotiations, advertising, etc.).
3. It has been determined on whose behalf the agent works : on behalf of and with the help of the principal - by virtue of Article 1011 of the Civil Code of Russia, the rules on assignment (Chapter 49 of the Civil Code of Russia) can still be applied to this option, if they do not contradict the articles of agency; on its own behalf, but with the help of the principal - in this version under Art. 1011 of the Civil Code of Russia is also valid Ch. 51 of the Civil Code of the Russian Federation on commission with a reservation.

What responsibility does an intermediary bear for improper execution of an order?

The law establishes several general grounds for the liability of an intermediary (i.e., the same for all types of intermediary agreements). Thus, any intermediary is liable for violation of the following obligations:

• perform legal (and actual) actions in accordance with the agreement (clause 1 of Article 971, clause 1 of Article 990, clause 1 of Article 1005 of the Civil Code of the Russian Federation);

• provide the client with a report on the actions performed (paragraph 5 of Article 974, Articles 999, 1008 of the Civil Code of the Russian Federation);

• transfer to the client property received under a transaction with a third party (paragraph 4 of Article 974, Article 999 of the Civil Code of the Russian Federation).

In each of these cases, the intermediary is responsible only for his own actions. However, under a commission agreement and an agency agreement concluded according to the commission agreement model, the intermediary may be held liable not only for violation of its obligations, but also for violations by third parties (the intermediary’s counterparties in a transaction made in the interests of the client).

The commission agent (an agent acting as a commission agent) is responsible to the client if the third party has not executed the transaction and the intermediary has performed at least one of the following actions:

1) did not show the necessary caution in choosing a counterparty (clause 1 of Article 993 of the Civil Code of the Russian Federation);

2) accepted a guarantee for the execution of the transaction by a third party (clause 1 of Article 993 of the Civil Code of the Russian Federation);

3) did not take measures to protect the interests of the client (clause 2 of Article 993 of the Civil Code of the Russian Federation).

When choosing a mediation agreement, it is necessary to take into account these bases of liability. The intermediary must understand that the possibility of being held liable for a violation by a third party is an additional risk.

Question: should an intermediary, when choosing a mediation agreement, be guided by such a criterion as the client’s responsibility?

Answer: no, it's not worth it.

The fact is that, according to the law, the grounds for client liability are virtually the same for any intermediary agreement. Thus, the client is liable to the intermediary if he violates one of his duties:

• reimburse expenses incurred by the intermediary in executing the order (clause 2 of Article 975, Article 1001 of the Civil Code of the Russian Federation);

• pay the intermediary a remuneration (clause 1 of Article 972, clause 1 of Article 991, Article 1006 of the Civil Code of the Russian Federation). The client is obliged to pay the reward even if the third party does not execute the transaction made through an intermediary. Indeed, as a general rule (i.e., if the law or contract does not provide for special provisions), the intermediary is responsible only for the validity of the transactions made, and not for their enforceability by a third party.

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Example from practice: the court decided that the amount and procedure for payment of remuneration under the agency agreement does not depend on the result of the actions of the attorney

Unitary enterprise "O." (principal) entered into a non-profit partnership “A.” (attorney) contract of agency aimed at carrying out a number of legal actions. In particular, the attorney undertook to sign statements of reconciliation of calculations with the tax office. The parties established that payment for the attorney's services is made in installments depending on the completion of certain legal actions.

Non-profit partnership "A." fulfilled all obligations, however, the unitary enterprise “O.” did not pay part of the remuneration. For this reason, the attorney brought an action to collect the debt in the amount of the unpaid award.

The defendant's argument: the plaintiff fulfilled the obligation improperly, since the reconciliation acts signed by the attorney on behalf of the principal have tax discrepancies.

The court did not agree with this argument. According to the agreement, the attorney undertook to perform legal actions - to sign acts of reconciliation of payments (clause 1 of Article 971 of the Civil Code of the Russian Federation). Moreover, the payment of remuneration did not depend on the consent of the tax inspectorate with the content of these acts. Consequently, the principal is obliged to pay the attorney the full amount of remuneration. As a result, the court satisfied the plaintiff’s request (resolution of the Federal Antimonopoly Service of the Central District dated June 4, 2007 in case No. A64-4364/06-7).

The practice of the courts on this issue is uniform (see paragraph 3 of Information Letter No. 85).

It is worth noting that the law establishes some additional obligations of the client under the agency agreement. Thus, the principal must issue a power of attorney to the attorney (clause 1 of Article 975 of the Civil Code of the Russian Federation) and provide him with the funds necessary to execute the order (paragraph 3 of clause 2 of Article 975 of the Civil Code of the Russian Federation). However, a violation of such duties, as a rule, indicates the cancellation of the assignment even before the attorney has begun to execute it. Therefore, the rules regarding the unilateral refusal of the principal to execute the agency agreement will apply to the relations of the parties. If the contract has not been terminated, the attorney has fulfilled his obligations, and the principal has not paid the necessary funds, then the client will be liable to the intermediary. However, in this case, the courts, as a rule, justify the occurrence of liability by the fact that the principal did not reimburse the intermediary for the expenses incurred. Only rarely can the courts indicate that the client also violated the obligation to pay the necessary funds.

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Example from practice: the court collected a debt from the principal because he did not reimburse the attorney for the costs incurred, and also did not provide him with the necessary funds

Federal State Enterprise "V." (principal) entered into a contract with JSC “E.” (attorney) contract of agency. The attorney undertook, on behalf and at the expense of the principal, to pay for utilities in several buildings and premises.

JSC "E." fulfilled its obligations at its own expense: paid for utility bills. The principal did not refuse the order, accepted the intermediary’s reports without any objections, but did not transfer the funds to the attorney. JSC "E." filed a lawsuit to collect the debt.

The court decided that the principal violated the rules of paragraph 2 of Article 975 of the Civil Code of the Russian Federation:

• did not reimburse the attorney for the costs incurred;
• did not provide the attorney with the funds necessary to execute the order.

As a result, the court recovered from the defendant the amount of debt under the agency agreement (resolution of the Federal Antimonopoly Service of the Moscow District dated December 14, 2010 No. KG-A40/15388-10-P in case No. A40-9278/09-131-102).

Consequently, if the principal violates the obligation to issue a power of attorney and pay the necessary funds, the client is extremely rarely liable.

This means that the intermediary should not choose a mediation agreement depending on what liability the client will bear in the event of a breach of obligation.